Also known as: means of communications · mode of communication
Written by attorneys · grounded in primary & secondary sources — see below
2 senses
A method that enables all directors participating in a board meeting to hear one another simultaneously. A director using such a method is deemed present in person at the meeting.
A usual channel for transmitting a record or notification, such as mail or electronic delivery, when postage or transmission costs are provided for and the item is addressed reasonably under the circumstances.
Each sense below has its own examples, sources, and questions.
A method that enables all directors participating in a board meeting to hear one another simultaneously. A director using such a method is deemed present in person at the meeting.
Select any source to read its text and confirm it supports the definition.
A usual channel for transmitting a record or notification, such as mail or electronic delivery, when postage or transmission costs are provided for and the item is addressed reasonably under the circumstances.
Select any source to read its text and confirm it supports the definition.
Majestic Construction's board meets at its headquarters to authorize a major contract. Director Mariam Mansour participates from her office via video conference that lets every attendee hear and respond to the others in real time. The corporation treats her as present and counts her vote toward the required majority.
Acme Distributors must notify retailer Beta Stores of a shipment change. Acme deposits the record in the mail with postage prepaid and addressed to Beta's ordinary business address. Under the UCC the notice is treated as sent once deposited.
Landlord Prime Properties must notify tenant Quinn of a rent adjustment. Prime transmits the record by email with transmission costs covered and addressed to the email Quinn previously supplied. The UCC deems the notice properly sent.
Yes. Under the Model Business Corporation Act, a director who participates through any means of communication that permits all participants to hear one another simultaneously is deemed present in person.
Supporting sources
Yes. The statute permits remote participation only when the articles of incorporation or bylaws do not impose a restriction.
Supporting sources
The UCC treats deposit in the mail or any other usual means of communication as sufficient when postage or transmission costs are provided for and the item is addressed reasonably under the circumstances.
Supporting sources
…may be less effective than others at influencing the public in different contexts, any effort by the Judiciary to decide which means of communications are to be preferred for the particular type of message and speaker would raise questions as to the courts’ own lawful authority. Substantial questions would arise if courts were to begin…